Organization and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.
Organization and Qualification of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Organization and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of New York with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased and where such business is currently conducted or proposed to be conducted. The copies of the Certificate of Incorporation of the Company as amended to date, certified by the Secretary of State of New York and the bylaws certified by the Secretary of the Company and heretofore delivered to the Parent's counsel, are complete and correct, and no amendments thereto are pending. The stock records and minute books of the Company which have heretofore been delivered to the Parent's counsel are correct and complete. The Company is duly qualified to do business as a foreign corporation in each jurisdiction in which it owns, operates or leases real property and in each other jurisdiction in which the failure to be so qualified or registered would have a material adverse effect on the properties, assets, business, financial condition and prospects of the Company.
Organization and Qualification of the Company. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
Organization and Qualification of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.
Organization and Qualification of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.
Organization and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as currently conducted and to own and use its Property and is qualified to do business and in good standing as a foreign corporation in each jurisdiction where the character of its Property or the nature of its activities makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on the business or Property of the Company and its Subsidiaries (as defined in Section 2.2 below), taken as a whole (a “Material Adverse Effect”).
Organization and Qualification of the Company. The Company is a stock insurer, duly organized, validly existing and in good standing under the laws of the State of Illinois. Except as set forth in Schedule 2.3(a), the Company (i) is duly licensed as a domestic property and casualty insurance company in the State of Illinois; (ii) is duly licensed as a foreign property and casualty insurance company in each jurisdiction listed on Schedule 2.3 attached hereto, which are the only jurisdictions in which the conduct of its business has required that it be so licensed (individually a “License” and collectively the “Licenses”) and (iii) has the required minimum capital, the required minimum surplus and any Securities on Deposit (as defined in Section 2.16(d)) required in each such jurisdiction. The Company is in good standing in each such jurisdiction with no restrictions on such Licenses unless otherwise noted on Schedule 2.3 and is qualified to write those lines of business in each such state as are indicated on the relevant License. The Company is not required to be qualified to do business as a foreign corporation in any other jurisdiction as a result of its ownership or leasing of assets or the conduct of any business. The Seller has previously provided or will make available to the Purchaser true and complete copies of each of the Licenses, reflecting all amendments thereto, in each of the jurisdictions listed in Schedule 2.3 where the Company is licensed and authorized to conduct business. Except as set forth in Schedule 2.3(b), there are no proceedings pending, or to the best of the Seller’s knowledge threatened, in any jurisdiction to suspend and/or revoke any License or any basis for any such suspension or revocation or other penalties. No such proceedings have been pending nor to the best of the Seller’s knowledge threatened at any time during the past three (3) years. The Company has not been found in any administrative hearing to have violated any License and has conducted its business so as to comply in all material respects with each License and all applicable Federal, state, local and foreign statutes and regulations.
Organization and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the corporate power and authority to own or lease its assets and to carry on its business as it is being conducted, and is duly qualified and licensed to do business and is in good standing, in each jurisdiction where the ownership or operation of its property and assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, or, individually or in the aggregate, prevent or materially delay or materially impair the transactions contemplated hereby. Seller has made available to Buyer prior to the date hereof correct and complete copies of the articles of incorporation and by-laws of the Company and its Significant Subsidiaries (as amended to the date hereof). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute or result in (A) a breach or violation of, or a default under, the articles of incorporation, by-laws or other organizational documents of the Company or any of its Subsidiaries, (B) a breach or violation of, or a default under, or the acceleration of any obligations, or the creation of an Encumbrance on any assets, properties or rights of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon the Company or any of its Subsidiaries or any assets of the Company or its Subsidiaries, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of the Company or any of its Subsidiaries thereunder, or (C) assuming compliance with the matters referred to in Section 3.11 (Consents and Approvals) and Section 4.2 (Consents and Approvals), a violation of or loss of rights or triggering of new obligations under any Law or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries or any of their assets, properties or rights are subject, except, in the case of clause (B) or (C) above, for any breach, violation, default, creation, modification, acceleration, other change or loss of rights that would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect or, ind...
Organization and Qualification of the Company. (a) The Company and each of its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all requisite corporate or other power, as the case may be, and authority to own, lease and operate its properties and to carry on its businesses as now being conducted.
